Nuvation Bio Completes Acquisition of AnHeart Therapeutics
Transforms Nuvation Bio into late-stage global oncology company with potential to become a commercial organization by the end of 2025
Shareholders of Nuvation Bio and AnHeart Therapeutics immediately prior to close now own approximately 67% and 33%, respectively, of Nuvation Bio on a fully diluted basis
Nuvation Bio Inc. (NYSE:NUVB), a late-stage, global biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates, today announced the completion of the acquisition of AnHeart Therapeutics Ltd. (AnHeart), a late-stage, global biopharmaceutical company developing novel precision therapies for people with cancer. With the acquisition's completion, AnHeart is now a wholly-owned subsidiary of Nuvation Bio.
"The closing of the acquisition transforms Nuvation Bio into a late-stage, global oncology company that is well-capitalized and positioned to develop our newly expanded pipeline as we move toward becoming a commercial organization," said David Hung, M.D., Founder, President, and Chief Executive Officer of Nuvation Bio. "We welcome the AnHeart team and look forward to leveraging our combined expertise to bring new cancer therapies to patients who need them most."
Nuvation Bio will continue to be led by its current management team, including David Hung, M.D., its Founder, President, and Chief Executive Officer. In addition, Min Cui, Ph.D., Founder and Managing Director of Decheng Capital, an investor in AnHeart, and Junyuan Jerry Wang, Ph.D., Co-Founder and Chief Executive Officer of AnHeart, have joined the Nuvation Bio board of directors.
Following completion of the acquisition, Nuvation Bio issued to the AnHeart security holders, in exchange for all outstanding AnHeart shares, options, and other securities, approximately 43,590,188 shares of Nuvation Bio's Class A common stock (inclusive of the shares of Class A common stock underlying the AnHeart equity awards assumed by Nuvation Bio), 851,202 shares of Nuvation Bio's Series A Non-Voting Convertible Preferred Stock (automatically convertible into 85,120,200 shares of Nuvation Bio's Class A common stock upon the approval of Nuvation Bio's stockholders), and warrants collectively exercisable for approximately 2,893,731 shares of Nuvation Bio's Class A common stock at an exercise price of $11.50 per share.
Advisors
Evercore acted as Nuvation Bio's exclusive financial advisor and Cooley LLP acted as legal counsel, alongside Morrison & Foerster LLP as intellectual property counsel, Haiwen & Partners as Chinese legal counsel, and Conyers as Cayman Islands legal counsel. Davis Polk & Wardwell LLP acted as legal counsel for AnHeart, alongside Fangda Partners as Chinese legal counsel and Walkers (Cayman) LLP as Cayman Islands legal counsel.
About Nuvation Bio
Nuvation Bio is a late-stage, global biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. Nuvation Bio's portfolio of development candidates includes taletrectinib (ROS1), safusidenib (mIDH1), NUV-868 (BET), and NUV-1511 (DDC). Nuvation Bio was founded in 2018 by biopharma industry veteran David Hung, M.D., who previously founded Medivation, Inc., which brought to patients one of the world's leading prostate cancer medicines. Nuvation Bio has offices in New York, San Francisco, and Shanghai. For more information, please visit www.nuvationbio.com and https://www.linkedin.com/company/nuvationbio/.
Forward Looking Statements
Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are sometimes accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the expected timing of establishing a commercial organization, potential therapeutic benefit of Nuvation Bio's product candidates, development of our pipeline, and the sufficiency of Nuvation Bio's current cash balance to fund ongoing activities. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the management team of Nuvation Bio and are not predictions of actual performance. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ from those anticipated by the forward-looking statements, including but not limited to the risk that the Acquisition may not close due to the failure of closing conditions to be satisfied or other reasons and the challenges associated with conducting drug discovery and initiating or conducting clinical trials due to, among other things, difficulties or delays in the regulatory process, enrolling subjects or manufacturing or acquiring necessary products; the emergence or worsening of adverse events or other undesirable side effects; risks associated with preliminary and interim data, which may not be representative of more mature data; and competitive developments. Risks and uncertainties facing Nuvation Bio are described more fully in its Form 10-K filed with the SEC on February 29, 2024, under the heading "Risk Factors," and other documents that Nuvation Bio has filed or will file with the SEC. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this press release. Nuvation Bio disclaims any obligation or undertaking to update, supplement or revise any forward-looking statements contained in this press release.
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